The Board Director Training Institute of Japan (BDTI) - Page 27 of 131 - Director, governance and compliance training

Letter from a Person Who is Concerned about the Nissan Affair:  a View from the Inside of Another Company

As you might imagine I have been besieged by inquiries from the press when I have little knowledge of what is going on, or went on, a Nissan.  I also received this spontaneous email from a friend who is concerned about the Nissan-Ghosn affair.  Having “sanitized” it, with permission I am posting it.  This particular person worked in matters related to legal compliance for 10 years at a major Japanese company.

Dear Mr Benes:

I retired nine months ago ago and after a long vacation, recently I have finally got around to looking for an outside director or other similar position.

Anyway, I wanted to write because I was floored by the whole Ghosn spectacle.  I am not close to that company, but was astounded that they chose to turn over and have arrested two foreign senior staff (Chairman and his aide) for redirecting assets to his own account “over several years.”  I was floored because:

a) Neither of them is likely that spiffy at Japanese and would need other staff to prepare the transactions for them.  Indeed even had they been Japanese staff themselves this would have required a certain amount of nemawashi at least the way the companies I am familiar with are now run.  Gone are the days when 10,000 here and 100,000 there can be disbursed at some executive’s personal discretion…..

How Many Shares are Actually Held by “Allegiant Shareholders [1]”?

By Ken Hokugo[2]
Director, Head of Corporate Governance, Pension Fund Association
Director, The Board Director Training Institute of Japan

There has always been confusion surrounding this topic.  From the point of view of those who want to help foreign investors understand the realities of the Japanese market, the most troubling number that is thrown about is the seemingly magic number of “10% or less”.   This number is frequently referred to by the media, with the source given as being the reports by a certain analyst at a research institute that is affiliated with a prominent securities firm.

Quite often, we encounter foreign investors who casually believe this widely-touted number of “10% or less” and therefore are not concerned very much (if at all) with the issue of “cross-shareholdings”  in Japan, in light of recent improvements in Japan’s corporate governance.  Needless to say, it takes a lot of energy to convince such investors that the reality of the Japanese market is different.  In this post, I am not trying to scare foreign investors away from Japan’s stock markets, but rather trying to encourage them to invest based on an accurate understanding of the situation in the context of history, culture, and the overall current environment.

Three Years of Policy Advocacy Worked! Now Five Non-Financial Corporate Pension Funds in Japan Have Signed the Stewardship Code

I was very pleased to see in the FSA’s updated list of signatories to the Stewardship Code, that Mitsubishi Corporation’s pension fund recently signed on.  This makes five major non-financial corporate pension funds that have signed the S.C.:  Secom, Panasonic, NTT, Eisai, and now Mitsubishi Corporation. Secom had signed from the start, but the others came after I urged the Prime Minister on this topic, and then the Minister of Health, Labour and Welfare (MHLW, in charge of corporate pensions), then wrote a proposal for a change of the regulations by MHLW…. which resulted in a joint study group between MHLW, the Pension Fund Association, pension experts, and the FSA (as observer) for the express purpose of encouraging pension funds to sign the S.C.

https://www.fsa.go.jp/en/refer/councils/stewardship/20181115/en_list_02.pdf 

This major progress for Japan, and these companies should be commended. There is an extreme disconnect between the way in which Japanese companies claim to care about their employees (and often do! ) but so far, have not seemed to care about the assets (retirement funds) of those same employees.  This is especially so when one considers that corporate pensions in Japan have no government guarantee, so as the company veers towards bankruptcy it first forces employees to agree to a big cut in benefits (a la JAL), and if it goes bankrupt and the pension is underfunded….well, “it is what it is”.

If anyone is interested, here is the “comply and explain” proposal that I submitted to the MHLW.
https://bdti.or.jp/2016/08/20/pengovrprop/ 

Nicholas Benes
Representative Director, BDTI

Corporate Governance of Japan – Linkage Between CG and Value Creation (October 2018)

BDTI/METRICAL updated their research series on “Corporate Governance in Japan – Linkage Between CG and Value Creation” as of October 2018. The joint research has analyzed how board practice criteria and action criteria statistically correlate with value creation measures such as ROA, ROE and Tobin’s Q.  An increasing number of criteria or factors of CG show statistically significant correlation with ROE, ROA and Tobin’s Q.  Also, the analysis of the correlation between the percentage of INEDs and the performance measures revealed a J-curve relationship (layered structured, in three groups).  We will keep a close eye on how board practice and actions impact on performance.

September 20th “Director Boot Camp” – Another Successful Program! Next Course: November 22nd

On September 20th, BDTI held its English Director Boot Camp , attended by a number of highly experienced participants. Participants from various companies heard lectures about corporate governance by Nicholas Benes and Andrew Silberman of AMT, and exchanged experiences and opinions at a spacious, comfortable room kindly donated for our use by Cosmo Public Relations, a leading communications and PR firm in Tokyo.

We are planning to hold the next course on Thursday, November 22nd. Sign up early!

Japan CG Top20 Stock Performance: Gap with Market Indices Widens (August 2018)

CG Top 20 stocks continued solid performance in August

August stock prices have continued low trading volume. Topix and JPX400 indices tumbled in the middle of the month, but recovered toward the month end. Meanwhile, CG Top 20 prices also recovered their losses toward the end of the month. The gap between CG quality stocks and the market indices is widening. The stock price charts for in the indices and the composite of CG top 20 companies are shown in the following link.

All About Board Portals – A primer through the lens of Boardvantage

Board portals have established themselves as a must-have in board communications. The current generation allows boards to go entirely paperless.

A board portal is a secure app or website designed specifically for the purpose of improving communication between a company and its directors. The current generation allows boards to go entirely paperless.

Contents

  • Board Portals: An Overview
  • Evolution of the Board Portal
  • What to Look for in Board Portal Technologya
  • Ready to Learn More?

“What do the Japanese think of non-Japanese CEOs of Japanese companies?” – (One Answer)

by Hide Izumi

I have had the honor of working directly with a few, and I think they bring something to the table that is badly lacking right now in this country.

It is a mean but common joke that “world’s strongest army would be run by American generals, German officers and Japanese soldiers.” For me, it really isn’t funny, because it points to a fundamental problem in this country that has been a constant – lack of competent high level leadership.

Value proposition of integrated reporting and the price-book ratio model: Evidence from Japan

by Dr. Ryohei Yanagi, CFO, Eisai and Visiting Professor, Waseda University

How can we connect non-financial capitals and corporate value? A new book, ‘Corporate Governance and Value Creation in Japan‘, which was launched in May 2018 as my first English book, provides a conceptual framework for integrating intangibles with ROE as well as empirical evidence and case studies supporting this model.  (Here is the Japanese version of this book.)

Inconvenient truth: No meaningful value creation although Japanese companies tout ESG

In Japan, ESG and non-financial reporting are booming with 341 listed companies, according to KPMG, having adopted integrated reporting in 2017. Japanese corporate managers are traditionally inclined to tout their companies’ intangibles such as human resources and social contribution rather than financial metrics like ROE.

In recent years, however, Japan’s PBR (price-book value ratio: market capitalization to equity book value) has been stagnant and hovering around one without meaningful “market value added” (MVA, market cap above equity book value).

BDTI Update to Supporters, June 2018

Notes: (1) On this page (at top right), you can sign up to receive our English Newsletter; (2) Sign up to receive the (separate) Japanese Newsletter here; (3) Anyone can support the “SEO” of our web site simply by mentioning BDTI on any web page with a link to this page; (4) For details about the chart, see the overview materials.

” Dear Supporter:   I am writing to update you, and to respectfully ask you or your institution to make a donation of 300,000 Yen or more this year, either as a Sustaining Donor or as a Corporate Participating Member. (As explained below in section 5, the latter category now allows donors which are investing institutions to receive 40% discounts on all BDTI courses/seminars that are open to the public, and to share these discounts with companies in their portfolio.)

Login

Not a member? Register here and immediately make your entry. It takes less than a minute.